Our timely client alert discusses the impact (or lack thereof) of impending amendments to Rule 10b5-1 on issuer structured share buy-back arrangements, such as accelerated share repurchases (ASRs). Final Rule 10b5-1 amendments, discussed comprehensively in our previous client alert, become effective on February 27, 2023. Stay tuned for further

Continue Reading Rule 10b5-1 Amendments Spare Issuer Accelerated Share Repurchases (ASRs)

On February 22, 2023, the New York Stock Exchange (NYSE) and Nasdaq filed proposed rule changes with the U.S. Securities and Exchange Commission (SEC) to adopt listing standards related to the recovery of erroneously awarded executive compensation. These proposed listing standards, which are subject to approval by the SEC, largely follow the requirements outlined in Rule 10D-1 under the Securities Exchange Act of 1934, adopted by the SEC last October. For a detailed discussion of Rule 10D-1, please see our Client Alert. In addition, the NYSE proposal is available here, and the Nasdaq proposal is available here.

Continue Reading NYSE and Nasdaq Propose Clawback-Related Listing Standards

The California Secretary of State recently revised its Corporate Disclosure Statement (Form SI-PT) in response to the final judgments filed last year enjoining and prohibiting any expenditure of state funds on California’s board diversity laws. The Corporate Disclosure Statement, which is required to be filed annually by publicly traded corporations incorporated or qualified to do business in California within 150 days after fiscal year-end, has been revised to no longer include the board diversity questions. The California Secretary of State has also provided an update on its website noting that it “is not currently collecting data” on board diversity, and that the Corporate Disclosure Statement “has been revised to remove the four data fields which collected such data.”

Continue Reading California Removes Board Diversity Questions from Corporate Disclosure Statement Form

Our recent Client Alert discusses applicable rule changes, guidance, and disclosure considerations for the 2023 proxy season for public companies, as well as reminders for what is on the horizon for public company governance and disclosure. Our annual client alert covers the following topics:

Continue Reading Preparing for the 2023 Proxy Season

10b5-1 SEC Updates

Partner and Known Trends Editorial Board member Richard Blake joins Rich Baker, Executive Director at Morgan Stanley Executive Financial Services, for a discussion on “10b5-1 SEC Updates.” Their conversation will address the recent amendments to Rule 10b5-1, including implications for Rule 10b5-1 guidelines and plans.

Wednesday, January

Continue Reading Webinar Alert | 10b5-1 SEC Updates, January 25

The U.S. Securities and Exchange Commission (SEC), under Chair Gary Gensler, has a robust rulemaking agenda with substantial new governance and disclosure requirements and proposed requirements. In 2022, the SEC approved a number of proposed and final rules, which, in many cases, provided for relatively short public comment periods and

Continue Reading How Long Does It Usually Take for SEC Rules To Be Published in the Federal Register?

On January 4, 2023, the U.S. Securities and Exchange Commission (SEC) published its Fall 2022 Regulatory Flexibility Agenda (Rulemaking Agenda). The Rulemaking Agenda summarizes the SEC’s planned regulatory actions over the next 12 months, thus providing insights into the priorities of SEC Chair Gary Gensler and the anticipated timing of proposed and final rules. We note that this Rulemaking Agenda is not binding on the SEC and actual rule adoption or proposal timing may vary significantly.

Continue Reading SEC Publishes Updated Rulemaking Agenda